<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
X Quarterly Report under Section 13 or 15(d) of the Securities Exchange
--- Act of 1934 for the Quarterly Period ended June 30, 1999.
-------------
Transition report under Section 13 or 15(d) of the Securities Exchange
--- Act For the transition period from to .
----- -----
Commission file number 0-28360.
-------
IBW Financial Corporation
(Name of Small Business Issuer in its Charter)
District of Columbia 52-1943477
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4812 Georgia Avenue, NW, Washington, DC 20011
(Address of Principal Executive Offices) (Zip Code)
(202)722-2000
(Issuer's Telephone Number, Including Area Code)
N/A
(Former Name, Former Address, and Former Fiscal Year, If Changed Since Last
Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file reports), and (2) has
been subject to such filing's requirements for the past 90 days. X Yes No
--- ---
State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date: As of July 31, there were
668,360 shares of the common stock $1.00 par value of IBW Financial Corporation
outstanding.
Transitional Small Business Disclosure Format (check one) Yes X No
--- ---
<PAGE>
Part 1 Financial Information
---------------------
Item 1. Financial Statements
IBW FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1999 AND DECEMBER 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
--------------------------------------------------------
(dollars in thousands)
<S> <C> <C>
ASSETS
Cash and cash equivalents:
Cash and due from banks $ 15,471 $ 12,565
Federal funds sold 9,000 13,150
--------------------------------------------------------
Total cash and cash equivalents 24,471 25,715
Interest-bearing deposits in banks 418 405
Investment securities available-for-sale, at
fair value 153,824 131,384
Loans receivable, net of allowance
for loan losses of $5,106 and $4,700 97,679 104,469
Real estate owned, net 397 525
Bank premises and equipment, net 2,429 2,542
Other assets 3,900 3,687
Deferred income taxes 1,768 1,251
========================================================
TOTAL ASSETS 284,886 269,978
========================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Demand deposits $ 62,094 $ 58,870
Time and savings deposits 167,417 165,257
--------------------------------------------------------
Total deposits $ 229,511 $ 224,127
Repurchase agreements 35,563 25,611
Other liabilities 1,479 1,323
Note payable 1,000 1,000
--------------------------------------------------------
Total liabilities 267,553 252,061
--------------------------------------------------------
SHAREHOLDERS' EQUITY
Preferred stock - $1 par value; 1,000,000 authorized
(500,000 voting and 500,000 nonvoting);
20,000 series A nonvoting issued and outstanding,
stated at liquidation value 500 500
Common stock - $1 par value; 1,000,000 authorized;
668,360 shares issued and outstanding 668 668
Capital surplus 5,051 5,051
Retained earnings 11,824 11,463
Accumulated other comprehensive (loss) income, net of tax (710) 235
--------------------------------------------------------
Total shareholders' equity 17,333 17,917
========================================================
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 284,886 $ 269,978
========================================================
</TABLE>
-1-
<PAGE>
IBW FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE LOSS
SIX MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended June 30
---------------------------
1999 1998
---------------------------
(dollars in thousands)
<S> <C> <C>
INTEREST INCOME:
Interest and fees on loans $ 4,448 $ 5,335
U.S. treasury securities 59 367
Obligations of U.S. government agencies and corporations 3,436 2,491
Obligations of states and political subdivisions 245 308
Bank balances and other securities 466 560
---------------------------
Total interest income 8,654 9,061
---------------------------
INTEREST EXPENSE:
Time certificates over $100,000 493 463
Other savings and time deposits 1,913 2,195
Securities sold under repurchase agreements 581 472
Note payable 23 27
---------------------------
Total interest expense 3,010 3,157
---------------------------
NET INTEREST INCOME 5,644 5,904
PROVISION FOR LOAN LOSSES 600 1,844
---------------------------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 5,044 4,060
---------------------------
NONINTEREST INCOME
Service charges on deposit and checking accounts 1,757 1,648
Gain on sale of securities - 121
Other operating income 36 3
---------------------------
Total noninterest income 1,793 1,772
---------------------------
NONINTEREST EXPENSE
Salaries and employee benefits 3,278 3,271
Occupancy 407 383
Furniture and equipment 384 386
Data processing 324 330
Other 1,979 1,670
---------------------------
Total noninterest expense 6,372 6,040
---------------------------
INCOME (Loss) BEFORE INCOME TAXES 465 (208)
INCOME TAXES (Benefits) 92 (156)
---------------------------
NET INCOME (Loss) $ 373 $ (52)
---------------------------
OTHER COMPREHENSIVE INCOME, NET OF TAX
Unrealized securities losses (945) (261)
Reclassification adjustment 0 (206)
---------------------------
Other Comprehensive Income (Loss) (945) (467)
---------------------------
COMPREHENSIVE LOSS ($572) ($519)
===========================
BASIC AND DILUTED EARNINGS (loss) per COMMON SHARE $0.56 ($0.08)
===========================
</TABLE>
-2-
<PAGE>
IBW FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE LOSS
QUARTERS ENDED JUNE 30, 1999 AND JUNE 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
Quarters Ended June 30
--------------------------
1999 1998
--------------------------
(dollars in thousands)
<S> <C> <C>
INTEREST INCOME:
Interest and fees on loans $ 2,188 $ 2,668
U.S. treasury securities 30 108
Obligations of U.S. government agencies and corporations 1,833 1,329
Obligations of states and political subdivisions 133 140
Bank balances and other securities 212 317
--------------------------
Total interest income 4,396 4,562
--------------------------
INTEREST EXPENSE:
Time certificates over $100,000 248 248
Other savings and time deposits 939 1,120
Securities sold under repurchase agreements 313 248
Note payable 12 14
--------------------------
Total interest expense 1,512 1,630
--------------------------
NET INTEREST INCOME 2,884 2,932
PROVISION FOR LOAN LOSSES 500 635
--------------------------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 2,384 2,297
--------------------------
NONINTEREST INCOME
Service charges on deposit and checking accounts 915 868
Other operating income 20 2
--------------------------
Total noninterest income 935 870
--------------------------
NONINTEREST EXPENSE
Salaries and employee benefits 1,682 1,571
Occupancy 214 190
Furniture and equipment 197 205
Data processing 149 169
Other 999 916
--------------------------
Total noninterest expense 3,241 3,051
--------------------------
INCOME BEFORE INCOME TAXES 78 116
INCOME TAXES (Benefits) Expense (5) 1
--------------------------
NET INCOME $ 83 $ 115
--------------------------
OTHER COMPREHENSIVE INCOME, NET OF TAX
Unrealized securities losses (623) (3)
Reclassification adjustment 0 3
--------------------------
Other Comprehensive (Loss) (623) -
--------------------------
COMPREHENSIVE LOSS ($540) $115
==========================
BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE $0.12 $0.17
--------------------------
</TABLE>
-3-
<PAGE>
IBW FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30
-----------------------------------------------
1999 1998
-----------------------------------------------
(dollars in thousands)
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $373 ($52)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 220 294
(Accretion) of amortization/discounts of premiums 730 (472)
Amortization of loan fees and discounts 90 -
Deferred income tax benefits (31) -
Gain on sale of loans (26) (45)
Loss on sale of other real estate owned 6 25
Gain on sale of securities available-for-sale - (121)
Interest on capitalized securities (258)
Provision for loan losses 600 1,844
Provision for loan losses on REO 8 -
Increase in other assets (213) (26)
Increase (decrease) in accrued expenses and other liabilities 156 (537)
-----------------------------------------------
Net cash provided by operating activities 1,913 652
-----------------------------------------------
INVESTING ACTIVITIES
Net Loan Origination and principal payments 3,663 (1,147)
Net (increase) decrease in other short-term investments (13) 584
Additions to bank premises and equipment (107) (259)
Proceeds from sales of loans 2,422 -
Net proceeds on sale of other real estate owned 154 175
Proceeds from sale of securities available-for-sale - 2,059
Proceeds from maturities of securities available-for-sale 20,006 18,866
Purchase of securities available-for-sale (61,645) (42,705)
Principal collected on securities available-for-sale 17,039 14,977
-----------------------------------------------
Net cash used in investing activities (18,481) (7,450)
-----------------------------------------------
FINANCING ACTIVITIES
Cash Dividends (12) (206)
Net increase in deposits 5,384 11,592
Net increase in securities sold under repurchase agreements 9,952 5,303
-----------------------------------------------
Net cash provided by financing activities 15,324 16,689
-----------------------------------------------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (1,244) 9,891
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 25,715 23,342
-----------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 24,471 $ 33,233
===============================================
Supplemental disclosures of cash flow information
Cash paid during the year for
Interest $3,028 $3,079
Taxes $50 $0
</TABLE>
-4-
<PAGE>
IBW FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note A Basis of Presentation
The accompanying unaudited consolidated financial statements of IBW Financial
Corporation and Subsidiary (the Company) have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB. Accordingly, they do not include all the
information and footnotes required for complete financial statements. In the
opinion of management, all adjustments and reclassifications consistently, of a
normal and recurring nature, considered necessary for a fair presentation have
been included. Operating results for the six month period ended June 30, 1999,
are not necessarily indicative of the results that may be expected for the year
ended December 31, 1999. The unaudited consolidated financial statements should
be read in conjunction with the consolidated financial statements and footnotes
for the year-ended December 31, 1998.
Note B New Accounting Pronouncements
Effective January 1, 1998, the Company adopted the provisions of Statement of
Financial Accounting Standards (SFAS) No. 130, Reporting Comprehensive Income.
This statement requires disclosure of the components of comprehensive income and
accumulated balance of other comprehensive income within consolidated total
shareholders' equity. The adoption of the provisions of SFAS No. 130, which are
only of a disclosure nature, did not affect the Company's financial position,
results of operations, or liquidity. Reclassification of financial statements
for earlier periods for comparative purposes is required.
Effective January 1,1998, the Company adopted the provisions SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information". This
statement establishes the criteria for determining an operating segment and the
related financial information disclosure required. It also establishes standards
for disclosing related information regarding products and services, geographic
areas and major customers. The adoption of the provisions of SFAS No. 131, which
are only of a disclosure nature, did not affect the Company's financial
position, results of operations, or liquidity. The Company is a single
reportable segment.
In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures about
Pensions and Other Post-retirement Benefits". It requires additional information
on changes in the benefit obligations and fair values of plan assets that will
facilitate financial analysis, and eliminates certain disclosures that are no
longer as useful. This statement is effective for fiscal years beginning after
December 15, 1997. The provisions of this standard did not have an effect on the
Company's reported results of operations or financial position.
Prospective Pronouncement
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires
a company to recognize all derivatives as either assets or liabilities in the
statement of financial position and to measure those instruments at fair value.
This statement is effective for fiscal years beginning after June 15, 2000.
Management is in the process of evaluating the potential impact of this standard
on the Company's financial position and results of operations.
Note C Formal Agreement with the Office of the Comptroller of the Currency
(OCC).
On August 25, 1998, the Company's subsidiary Bank, "The Bank" Industrial Bank,
N.A., entered into a Formal Agreement with the OCC. The Agreement requires the
Bank to undertake certain actions within designated time frames from the date
the agreement was entered into, and to operate in compliance with the provisions
thereof during its term. The Agreement does not contain any capital directive or
other requirement that the Bank increase its capital, or maintain a minimum
level of capital in excess of generally applicable capital requirements. See
also the
-5-
<PAGE>
section referred to as "Formal Agreement and Year 2000 Issues" in the latter
part of Management's Discussion and Analysis.
Item 2. Management's Discussion and Analysis
As of and for the Six Months Ended June 30, 1999 (dollars in thousands)
Forward looking statements. This discussion contains forward looking statements
within the meaning of the Securities Exchange Act of 1934, as amended, including
statements of goals, intentions, and expectations as to future trends, plans,
events or results of Company operations and policies and regarding general
economic conditions. These statements are based upon current and anticipated
economic conditions, nationally and in the Company's market, interest rates and
interest rate policy, competitive factors statements by suppliers of data
processing equipment and services, government agencies and other third parties,
as to year 2000 compliance, and other conditions which, by their nature, are not
susceptible to accurate forecast, and are subject to significant uncertainty.
Because of these uncertainties and the assumptions on which this discussion and
the forward looking statements are based, actual future operations and results
in the future may differ materially from those indicated herein. Readers are
cautioned against placing undue reliance on any such forward looking statement.
The Company does not undertake to update any forward looking statement to
reflect occurrences or events, which may not have been anticipated as of the
date of such statements.
Overview
Formal Agreement with the Office of the Comptroller of the Currency (OCC).
On August 25, 1998, the Bank, Industrial Bank, N.A., entered into a Formal
Agreement with OCC. The Agreement requires the Bank to undertake certain actions
within designated time frames from the date the agreement was entered into, and
to operate in compliance with the provisions thereof during its term. The
Agreement does not contain any capital directive or other requirement that the
Bank increase its capital, or maintain a minimum level of capital in excess of
generally applicable capital requirements. See also the section referred to as
"Formal Agreement and Year 2000 Issues" in the latter part of Management's
Discussion and Analysis.
Financial
IBW Financial Corporation's net income for the first half of 1999 totaled $373,
an increase of $425, or 817% from ($52) for June 1998. This increase is
primarily attributed to a decrease in the provision for loan losses of $1,244,
offset by an increase in taxes of $248, a decrease in net interest income of
$260, an increase in non-interest expenses of $332 and a increase in
non-interest income of $21. Return on average assets (ROAA), and return on
average shareholder's equity (ROAE) through the first half of 1999 and 1998 were
.27% and (.04%), 4.14% and (.52%), respectively.
Net Interest Income
Net interest income for the six months ended June 30, 1999 decreased $260, or 4%
compared to the same period in 1998. The average balance of interest-earning
assets for the six month period ended June 30, 1999 increased $20 million or 10%
to $259 million compared to $239 million for the six month period ended June 30,
1998. The average yield on average interest-earning assets decreased by 97 basis
points to 6.82% for the six months period ended June 30, 1999 compared to 7.79%
for the same period last year. The decrease in the average yield on average
interest-earning assets reflects the decline in market rates and the
reinvestment of funds from repaid loans into securities and federal funds sold.
Net loans averaged $100 million during the first half of 1999 compared to $115
million of the first half of 1998, reflecting a decrease of $15 million. As a
result in the volume in loans, interest and fees on loans decreased $887 or 17%
to $4.4 million for the six months ended June 30, 1999 compared to $5.3 million
for the same period last year. Additionally, the average yield on net loans
declined 40 basis points to 8.93% for the six months ended June 30, 1999
compared to 9.32% for the same period last year. The decrease in loan volume
primarily reflects management's determination to restrict loan growth and
minimize problem loans prior to refocusing on loan growth strategies.
-6-
<PAGE>
Taxable securities averaged $132 million during the first half of 1999 compared
to $94 million for the first half of 1998, reflecting an increase of $38
million. Interest income from taxable securities increased $629 or 22% to $3.5
million for the six month ended June 30, 1999 compared to $2.9 million for the
same period last year. While the average balance and income increased, the
average yield on taxable securities decreased 82 basis points to 5.40% for the
six months ended June 30, 1999 compared to 6.22% for the same period last year.
The decrease in taxable securities yields primarily reflects the decline in
market rates.
Non-taxable securities averaged $9 million during the first half of 1999
compared to $11 million for the first half of 1998, reflecting a decrease of $2
million. Interest income from non-taxable securities decreased $63 or 20% to
$245 for the six months ended June 30, 1999 compared to $308 for the same period
last year. The yield on non-taxable securities decreased to 8.36% for the six
months ended June 30, 1999 compared to 8.52% for the same period last year.
Federal funds sold averaged $17 million during the first half of 1999 compared
to $16 million for the first half of 1998, reflecting a increase of $1 million.
Interest income from federal funds sold increased $39 to $221 for the six months
ended June 30, 1999 compared to $182 for the same period last year. The yield on
federal funds sold decreased 83 basis points to 4.79% for the six months ended
June 30, 1999 compared to 5.62% for the same period last year. The decrease in
the yield on federal funds sold reflects the decline in market rates.
Average interest-bearing liabilities increased $21 million or 12% to $202
million for the six months ended June 30, 1999 compared to $181 million for the
same period last year. The average cost on interest -bearing liabilities
decreased 51 basis points to 3.01% for the six months ended June 30, 1999
compared to 3.52% for the same period last year. The increase in average
interest-bearing liabilities are centered in repurchase agreements and time
deposits reflecting increases of $11 million and $9 million respectively for the
six months ended June 1999. The average cost on repurchase agreements and time
deposits decreased 86 and 69 basis points respectively to 3.60% and 4.02% for
the six months ended June 30, 1999 compared to 4.46% and 4.71% respectively
during the same period in 1998.
The interest rate spread decreased 46 basis points to 3.81% at June 1999 from
4.27% at June 1998, and is attributable to lower market rates and the lower
level of loans and the higher levels of securities and federal funds sold as
noted above.
Provision for Loan Losses
The Company maintains an allowance for loan losses to absorb losses on existing
loans and commitments that may become uncollectible. The provision for loan
losses decreased $1,244 to $600 for the six months ended June 30, 1999 compared
to $1,844 for the six months ended June 30, 1998. The decrease in the provision
for loan losses is attributable primarily to the decrease in non-performing
assets. Non-performing assets decreased $1,454 to $5.5 million at June 30, 1999
from $7.0 at year end 1998. However, loans with potential credit problems
increased $2,068 or 25% to $10.2 million at June 30, 1999 from $8.1million at
year end 1998. See the Non-Performing Assets section for additional information
related to the Company's allowance for loan losses.
Non-interest Income
Non-interest income increased $21, or 1%, to $1,793 for the six months ended
June 30, 1999 compared to $1,772 for June 30, 1998. The increase is attributed
to an increase in service charges of $109, an increase in other income of $33
offset by security gains of $121 during the first half of 1998 while there were
no securities gains in the current period.
Non-interest Expense
Non-interest expenses increased $332 to $6.3 million for the six months ended
June 30, 1999 compared to $6.0 million for the same period last year. The
composition of the increase consists of an increase of $309 in other expenses,
an increase of $24 in occupancy expenses, offset by a decrease of $6 in data
processing, a decrease of $2 in furniture and equipment.
Other expenses for the six months ended June 30, 1999 increased $309 or 19% to
$1.9 compared to $1,670 for the same period last year. Consulting fees and
testing with our primary data processing servicer related to year 2000 concerns
-7-
<PAGE>
totaled $70 and $25 respectively for the first half of 1999 compared to no
direct cost associated to year 2000 concerns for the first half of 1998.
Approximately $264 in increased expenses were incurred during the first half of
1999 related to consulting fees, increased board fees, increased assessments for
federal deposit insurance and regulatory examination and increased legal fees,
all associated with the regulatory agreement placed on the company's subsidiary,
Industrial Bank N.A., in August of 1998. Other large expenses that were incurred
during the first half of 1999 that were not incurred during the first half of
1998 included a contract buy out and related expenses of $40 to employ a key
individual to assist in the daily management of computer related issues
including year 2000 concerns. Additionally, the first half of 1999 included $54
in recruiting fees for two loan officers. These large expenses have been largely
offset by a decrease in advertising expenses of $176.
Salary and benefits for the six months ended June 30, 1999 remained stable at
$3.3 million, compared to the same period last year.
Provision for Income Taxes
The provision for income taxes for the first half of 1999 was $92, compared to
($156) a year ago due to losses before income taxes attributed largely to the
increased provision for loan losses during the first half of 1998.
Financial Overview
Total assets increased $15 million, or 6%, from December 31, 1998 to June 30,
1999, mainly due to an increase of $22 million in securities, offset primarily
by a decrease in loans of $7 million. The increase in assets was primarily
funded by repurchase agreement growth of $10 million and deposit growth of $5
million. Total shareholders' equity decreased $584 due to a decrease in the
unrealized gains on available-for-sale securities of $945 partially offset by an
increase in retained earnings of $361. $12 in preferred stock dividends were
declared during the first half of 1999.
The carrying value of the Company's securities portfolio increased $22 million
to $154 million at June 30, 1999 from $131 million at December 31, 1998. This
composition reflected a change as U. S. Government Agency securities increased
approximately $5 million to $61 million while mortgage-backed securities
increased $12 million to $75 million, from December 31, 1998 to June 30, 1999.
The mortgage-backed securities portfolio had a weighted-average remaining
maturity of 3.3 years at June 30, 1999 compared to 2.27 years at December 31,
1998. The collateral underlying all the mortgage-backed securities is guaranteed
by one of the "Quasi-Governmental" agencies, and therefore maintains a risk
weight of 20% for risk-based capital purposes. Management's analysis of
mortgage-related securities includes, but is not limited to, the average lives,
seasonality, coupon and historic behavior (including prepayment history) of each
particular security over its life, as affected by various interest rate
environments. Stress tests are performed on each security on a quarterly basis
as part of management's ongoing analysis. There are no issuers of securities
other than governmental securities, whose securities held by the Company, have a
book value in excess of 10% of shareholders' equity.
The allowance for loan losses was $5.1 million or 4.95% of total loans at
June 30, 1999 compared to $4.7 million or 4.29% at December 31, 1998. The
increase in the level of the allowance for loan losses as a percentage of ending
loans reflects the increase in loans with potential credit problems. Non-
performing assets decreased $1,454 or 21% to $5,548 from $7,002 at year-end
1998. Loans with potential credit problems (excluding non-performing assets)
increased to $10,213 at June 30, 1999 from $8,145 at year-end 1998, representing
an increase of $2,068 or 25%. The ratio of allowance for possible loan losses to
total loans increased to 4.54% at June 30, 1999 from 4.29% at year-end 1998. At
June 30, 1999 and year-end 1998, non-performing assets represented 1.94% and
2.59% respectively of total assets.
-8-
<PAGE>
AVERAGE BALANCES AND NET INTEREST INCOME ANALYSIS(1)
<TABLE>
<CAPTION>
Six Months Ended Six Months Ended
June 30, 1999 June 30, 1998
-----------------------------------------------------------------------
Amount
Average Amount Paid or Average Average Paid or
Balance Average Rate Earned Balance Rate Earned
-----------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Assets
Loans, net $ 100,473 8.93% $4,448 $ 115,396 9.32% $5,335
Taxable securities 131,620 5.40% 3,523 93,867 6.22% 2,894
Non-taxable securities(2) 8,954 8.36% 371 11,047 8.52% 467
Federal funds sold 17,458 4.79% 415 15,606 5.62% 435
Interest-bearing deposits held 977 4.75% 23 2,798 6.41% 89
-----------------------------------------------------------------------
Total interest-earning assets 259,482 6.82% 8,780 238,714 7.79% 9,220
Cash and due from banks 12,586 11,173
Bank premises and
equipment, net 2,477 2,741
Other assets 5,215 4,150
============ ==============
Total assets $ 279,760 $ 256,778
============ ==============
Liabilities and
Shareholders' equity
Interest-bearing demand deposits $ 30,561 0.91% $ 138 $ 27,244 1.72% $ 233
Savings deposits 63,962 2.53% 803 65,732 2.74% 894
Time deposits 73,584 4.02% 1,466 65,570 4.71% 1,531
-----------------------------------------------------------------------
Total interest-bearing deposits 168,107 2.89% 2,407 158,546 3.38% 2,658
Borrowed funds 1,000 4.64% 23 1,000 5.44% 27
Repurchase agreements 32,487 3.60% 580 21,363 4.46% 472
-----------------------------------------------------------------------
Total interest-bearing liabilities 201,594 3.01% 3,010 180,909 3.52% 3,157
Noninterest-bearing liabilities 58,557 53,336
Other liabilities 1,597 2,416
Shareholders' equity 18,012 20,117
------------ --------------
Total liabilities and
shareholders' equity $ 279,760 $ 256,778
============ ==============
Net interest income and net
yield on interest-earning assets
Net interest income $5,770 $6,063
============== ==========
Interest rate spread 3.81% 4.27%
Net yield on average interest-
earning assets 4.48% 5.12%
Average interest-earning assets
to average interest-bearing
liabilities 128.72% 131.95%
<CAPTION>
Year Ended
December 31, 1998
------------------------------------
Amount
Average Average Paid or
Balance Rate Earned
------------------------------------
<S> <C> <C> <C>
Assets
Loans, net $ 113,286 9.28% $10,518
Taxable securities 103,507 5.66% 5,858
Non-taxable securities(2) 10,353 8.44% 874
Federal funds sold 16,493 5.49% 905
Interest-bearing deposits held 2,238 4.69% 105
------------------------------------
Total interest-earning assets 245,877 7.43% 18,260
Cash and due from banks 11,038
Bank premises and
equipment, net 2,692
Other assets 3,831
===============
Total assets $ 263,438
===============
Liabilities and
Shareholders' equity
Interest-bearing demand deposits $ 27,394 1.76% 481
Savings deposits 65,474 2.70% 1,770
Time deposits 68,643 4.52% 3,104
------------------------------------
Total interest-bearing deposits 161,511 3.32% 5,355
Borrowed funds 1,000 5.10% 51
Repurchase agreements 24,011 4.30% 1,032
------------------------------------
Total interest-bearing liabilities 186,522 3.45% 6,438
Noninterest-bearing liabilities 56,031
Other liabilities 1,472
Shareholders' equity 19,413
---------------
Total liabilities and
shareholders' equity $ 263,438
===============
Net interest income and net
yield on interest-earning assets
Net interest income $11,822
==========
Interest rate spread 3.98%
Net yield on average interest-
earning assets 4.81%
Average interest-earning assets
to average interest-bearing
liabilities 131.82%
</TABLE>
(1) Yields on securities have been computed based upon the historical cost of
such securities. Nonaccruing loans are included in average balances.
(2) Yields on non-taxable securities are presented on a tax-equivalent basis
using a 34% tax rate. Interest income and net interest income reported in
the Company's consolidated statements of income were $8,654, and $5,644 for
June 30, 1999, $9,061 and $5,904 for June 30, 1998 and $17,963 and $11,525
for 1998.
-9-
<PAGE>
LOAN LOSS AND RECOVERY EXPERIENCE
<TABLE>
<CAPTION>
------------------------------------------
Six Months Ended Year Ended
June 30, 1999 December 31, 1998
------------------------------------------
(dollars in thousands)
<S> <C> <C>
Total outstanding loans at end of period $ 103,223 $ 109,613
Average amount of loans outstanding 100,473 113,286
Allowance for loan losses
at beginning of period 4,700 1,702
Loans charged off:
Commercial 201 1,571
Real estate mortgage 92 -
Installment loans to individuals 95 249
------------------------------------------
Total charge-offs 388 1,820
------------------------------------------
Recoveries of loans previously charged-off:
Commercial 178 151
Real estate mortgage - -
Installment loans to individuals 16 64
------------------------------------------
Total recoveries 194 215
------------------------------------------
Net charge-offs 194 1,605
Additions to allowance charged to
operations 600 4,603
----------------------------------------
Allowance for loan losses at end of period $ 5,106 $ 4,700
==========================================
Ratio of net charge-offs during the period
to average outstanding loans during the period 0.19% 1.42%
Ratio of allowance for possible loan
losses at the end of the period to total loans 4.95% 4.29%
<CAPTION>
ALLOCATION OF ALLOWANCE FOR LOAN LOSSES
June 30, 1999 December 31, 1998
(dollars in thousands)
<S> <C> <C> <C> <C>
Percent Percent
Commercial $ 2,477 48.51% $ 3,461 73.64%
Real estate mortgage 517 10.13% 406 8.64%
Consumer 329 6.44% 280 5.96%
Unallocated 1,783 34.92% 553 11.76%
------------------------------------------------------------------------------
Total $ 5,106 100.00% $ 4,700 100.00%
==============================================================================
</TABLE>
The level of the allowance for loan losses is determined by management on the
basis of various assumptions and judgments. These include levels and trends of
past due and non-accrual loans, trends in volume and changes in terms, effects
of policy changes, experience and depth of management, anticipated economic
conditions in the Washington, DC metropolitan area, concentrations of credit,
the composition of the loan portfolio, prior loan loss experience, and the
ongoing and periodic reviews of the loan portfolio by the Company's internal and
external loan review function. For impaired loans, the Company
-10-
<PAGE>
establishes reserves in accordance with SFAS 114 as amended by SFAS 118, and for
non-impaired loans uses an allocation approach which relies on historical loan
loss experience, adjusted to reflect current conditions and trends.
Although management believes that it uses the best information available to make
such determinations that the allowance for loan losses is adequate as of the
dates shown, future adjustments to the allowance may be necessary, and net
income could be significantly affected, if circumstances and/or economic
conditions differ substantially from the assumptions used in making the initial
determinations. Any downturn in the real estate market or general economic
conditions in the Washington, DC metropolitan area could result in the Company
experiencing increased levels of non-performing assets and charge-offs,
significant provisions for loan losses, and significant reductions in net
income. Additionally, various regulatory agencies periodically review the
Company's allowance for loan losses. Such agencies may require the recognition
of additions to the allowance based on their judgments or information available
to them at the time of their examination. In light of the foregoing, there can
be no assurance that management's determinations as to the future adequacy of
the allowance for loan losses will prove accurate, or that additional provisions
or charge-offs will not be required.
The following table sets forth information concerning non-performing
assets.
NON-PERFORMING ASSETS
--------------------------------------
June 30, 1999 December 31, 1998
--------------------------------------
(dollars in thousands)
Non-accrual loans(1) $ 4,405 $ 5,003
Loans past due 90 days or more
and still accruing 746 1,474
Foreclosed properties 397 525
------------- ------------
Total $ 5,548 $ 7,002
======================================
Non-performing assets to gross
loans and foreclosed properties
at period end 5.35% 6.36%
Non-performing assets to total
assets at period end 1.95% 2.59%
1. Loans are placed on non-accrual status when in the opinion of management
the collection of additional interest is unlikely or a specific loan meets
the criteria for non-accrual status established by regulatory authorities.
No interest is taken into income on non-accrual loans unless received in
cash. A loan remains on non-accrual status until the loan is current as to
both principal and interest and the borrower demonstrates the ability to
pay and remain current, or the loan becomes well secured and is in the
process of collection. The gross interest income that would have been
recorded in the six months ended June 30, 1999 and the year ended
December 31, 1998 for non-accrual loans had the loans been current in
accordance with their original terms was $220 and $230, respectively.
At June 30, 1999, there were $10,213 of loans not reflected in the table above,
where known information about possible credit problems of borrowers caused
management to have doubts as to the ability of the borrower to comply with
present loan repayment terms and that may result in disclosure of such loans in
the future. This represents an increase of $2,068 or 25% from year-end 1998. The
increase is attributed primarily to two new credits totaling $2,957 in
commercial real estate. (Subsequent to June 30, 1999, the $1 million credit has
been paid off without loss of principal or interest and the $1,957 credit have
been restructured and no longer warrants classification as a possible credit
problem). Included in the total are thirteen loans, totaling $7,377 fully
collateralized by commercial real estate, four of which represent $5,018 or 68%
of the total. The remaining amount consists of six residential mortgage loans
totaling $2,044, one at $1,269 and eight commercial loans totaling $792.
-11-
<PAGE>
Year 2000 Issue.
Many computer programs now in use have not been designed to properly
recognize years after 1999. If not corrected, these programs could fail or
create erroneous results. This year 2000 ("Y2K") issue affects the entire
banking industry because of its reliance on computers and other equipment that
use computer chips. This problem is not limited to computer systems. Y2K issues
may affect every system that has an embedded microchip, such as automated teller
machines, elevators, vaults, heating, air conditioning, and security systems.
Y2K issues may also affect the operation of third parties with whom the Company
does business such as vendors, suppliers, utility companies, and customers.
Risk Related to Year 2000
The Y2K issue poses certain risks to the Company and its operations. Some
of these risks are present because the Company purchases technology and
information system applications from other parties who also face Y2K challenges.
Other risks are specific to the banking industry. Commercial banks may
experience a deposit base reduction if customers withdraw significant amounts of
cash in anticipation of Y2K. Such a deposit contraction could cause an increase
in interest rates, require the Company to locate alternative sources of funding
or sell investment securities or other liquid assets to meet liquidity needs,
and may reduce future earnings. To reduce customer concerns regarding Y2K
noncompliance, a customer awareness plan has been implemented which is directed
towards making deposit customers knowledgeable about the Company's Y2K
compliance efforts.
The Company lends significant amounts to businesses and individuals in its
marketing areas. If these borrowers are adversely affected by Y2K problems, they
may not be able to repay their loans in a timely manner. This increased credit
risk could adversely affect the Company's financial performance. In an effort to
identify any potential loan risk because of borrower Y2K noncompliance, all loan
customers with loans or commitments exceeding $100,000 were surveyed using a Y2K
questionnaire. The Company analyzed the results and any risks were identified.
The Company has also modified its loan underwriting controls to ensure that
potential borrowers are carefully evaluated for Y2K compliance before any new
loan is approved.
The Company's operations, like those of many other companies, can be
adversely affected by Y2K triggered failures which may be experienced by third
parties upon whom the Company relies for processing transactions. The Company
has identified all critical third-party service providers and vendors and is
monitoring their Y2K compliance programs. The Company's primary supplier of data
processing services has adopted a Y2K compliance plan that includes a timetable
for making changes necessary to be able to provide services in the year 2000.
That supplier has provided assurances to the Company regarding its progress
toward Y2K compliance and has been examined for Y2K readiness by federal bank
examiners. The Company's operations may also be adversely affected by Y2K
related failures of third party providers of electricity, telecommunications
services and other utility services. Failures in these areas could impact the
Company's ability to conduct business. The Y2K compliance of these providers is
largely beyond the control of the Company.
The Company's State of Readiness
The Company has created a task force to establish a Y2K plan to prevent or
mitigate the adverse effects of Y2K issue on the Company and its customers.
Goals of the Y2K plan include identifying Y2K risks of information systems and
equipment used by the Company, informing customers of Y2K issues and risks,
establishing a contingency plan for operating if Y2K issues cause important
systems or equipment to fail, implementing changes necessary to achieve Y2K
compliance, and verifying that these changes are effective. The Comptroller of
the Currency has examined the Company's Y2K compliance plan and the Company's
progress in implementation. In addition, the Board of Directors is carefully
monitoring progress under the plan on a monthly basis.
The Company's plan to address the Y2K issues involves several phases,
described below:
-12-
<PAGE>
Awareness-In this phase, the Company's Y2K plan and project team were
established, the overall Y2K approach was identified, compliance standards were
defined, and responsibility for corrective action was assigned. This phase has
been completed.
Assessment-During this phase, the Company gathered and analyzed information
to determine the size and the impact of the Y2K problem and then made decisions
to modify, reengineer, or replace existing systems and programs. This phase has
been completed.
Renovation-This phase involved obtaining and implementing upgraded software
applications provided by the Company's vendors, modifying system codes,
reengineering Y2K vulnerable systems and programs, developing bridges for
systems which cannot be reengineered, and changing files and databases as
necessary. This phase has been completed.
Validation-During the validation phase, the Company tested systems and
software for Y2K compliance in an effort to identify and correct any errors
identified in the renovation phase. This phase has been completed.
Implementation-In this phase all new and revised systems will be
implemented, data exchange issues will be resolved and back up and recovery
plans will be developed. This phase has been completed.
Based on information developed to date, Company management believes that
the cost of remediation will not be material to the Company's business,
operations, liquidity, capital resources, or financial condition. The Company
expects that its total cash outlay for Y2K readiness in 1998, 1999 and future
years will be less than $500,000. This amount includes approximately $250,000 in
cost of software and equipment upgrades or replacements and other costs. The
Company expects that the total effect on net income, after tax deductions, of
these Y2K expenditures in 1998, 1999 and future years will be less than
$330,000. The Company is funding Y2K expenditures through continuing operations.
In the event that some or all systems experience failure, the Company has
developed a detailed contingency plan. This plan calls for manual processing of
bank transactions. Delays in processing transactions would result in the event
that the Company is forced to process transactions manually. These delays could
disrupt normal business activities of the Company and its customers.
-13-
<PAGE>
Forward Looking Statements
The discussion above regarding issues associated with Y2K includes certain
"forward looking statements." The Company's ability to predict results or
effects of issues related to the Y2K issue is inherently uncertain and is
subject to factors that may cause actual results to differ materially from those
projected. Factors that could affect the actual results include the following:
The possibility that protection procedures, contingency plans, and remediation
efforts will not operate as intended;
The Company's failure to timely or completely identify all software or hardware
applications requiring remediation;
Unexpected costs;
The uncertainty associated with the impact of Y2K issues on the banking industry
and the Company's customers, vendors, and others with whom it conducts business;
and
The general economy.
Formal Agreement with the OCC. On August 25, 1998, the Bank entered into a
Formal Agreement (the "Agreement") with the Office of the Comptroller of the
Currency (the "OCC"). The Agreement requires the Bank to undertake certain
actions within designated time-frames from the date the agreement was entered
into, and to operate in compliance with the provisions thereof during its term.
Among the actions required by the Agreement are the following: (i) Within thirty
days, the Bank shall employ an independent management consultant to perform a
study of the Bank's management structure and staffing requirements, including a
report identifying staffing requirements, job descriptions and evaluations for
senior officers, and evaluating organizational structure. The Board of Directors
(the "Board") is required to adopt within thirty days of the receipt of the
report, a plan to eliminate any deficiencies in management, staffing, or
supervision of management; (ii) The Board is required to take steps to obtain
current and satisfactory credit information on loans without such information,
and to insure that proper collateral documentation is maintained. Management may
not grant, renew, alter, restructure or extend a loan without proper
documentation and analysis of credit, purpose and anticipated source of
repayment. In absence of such information, such loans my be made only upon
certification of a majority of the Board why obtaining such information would be
detrimental to the best interest of the Bank; (iii) Within thirty days the Board
shall adopt a written program to eliminate the basis of criticism for assets
rated "doubtful", "substandard" or "other assets especially mentioned;" (iv)
Within thirty days the Board shall establish a loan review system to assure
timely identification and categorization of problem credits and implement a
process to insure the loan review function is independent; (v) Within sixty days
the Board shall review and revise the Bank's loan policy based upon the guidance
on Loan Portfolio Management in the Comptroller's Manual for National Bank
Examiners. Within thirty days thereafter, the Board shall develop a process to
ensure accountability for lending personnel; (vi) The Board shall notify the
Assistant Deputy Comptroller before all loan sales; (vii) Within sixty days, the
Board shall develop a written program to improve and strengthen collection
efforts; (viii) Within ninety days the Board shall develop a profit plan to
improve and sustain the Bank's earnings; (ix) Within 120 days, the Board shall
adopt and implement a strategic plan for the Bank covering at least three years,
including objectives for earnings performance, balance sheet mix, off-balance
sheet activities, liability structure, capital adequacy, reduction in the volume
of non-performing assets, product line development and market segments intended
to be developed, together with strategies to achieve those objectives; (x) The
Board shall take all steps necessary to correct any violation of law, rule or
regulation cited in any report of examination; (xi) Within thirty days the Bank
shall submit a revised written project plan with respect to Year 2000 compliance
of the Bank's information and environmental systems, including a testing plan
and, within sixty days, a remediation contingency plan in the event any systems
is not compliant by the date set forth in the plan.
Compliance with the Agreement is to be monitored by a committee (the
"Committee") of at least three directors, none of whom is an employee of the
Bank or a family member of an employee. The Committee, presently composed of
four
-14-
<PAGE>
directors, is required to submit written progress reports on a monthly basis.
The Agreement requires the Bank to make periodic reports and filings with the
OCC.
As of June 30, 1999, the Bank believes that its is in partial compliance with
most of the provisions of the Agreement. The Bank has submitted to the OCC all
of the written plans, policies and other information required by the Agreement,
except the loan policy and the problem loan procedures, which are being
finalized. The Bank is in the process of renewing and resubmitting certain of
these plans and policies to provide additional information and procedures, and
is periodically reviewing the plans for any required amendment in light of
changed circumstances and progress to date. In January 1999, the Bank retained a
consulting firm experienced in advising community banks on management,
operations and year 2000 matters to assist it in connection with the completion
of the preparation, modification and revision of the plan and in connection with
its year 2000 compliance efforts.
Although the Bank believes that it is in partial compliance with most of the
provisions of the Agreement, there can be no assurance that its regulators will
agree, or that they will not require additional compliance efforts. Failure to
comply with the provisions of the Formal Agreement could subject the Bank and
its directors to additional enforcement actions, including but not limited to a
cease and desist order, a safety and soundness order or civil money penalties.
If the directors of the bank become subject to civil money penalties or other
actions, the Company or the Bank may be obligated to indemnify such directors.
See also "Year 2000 Issues".
The Agreement does not contain any capital directive or other requirement that
the Bank increase its capital, or maintain a minimum level of capital in excess
of generally applicable capital requirements.
-15-
<PAGE>
Part II Other Information
-----------------
Item 1. Legal Proceedings
None.
Item 1. Changes in Securities
None
Item 2. Defaults Upon Senior Securities
None
Item 3. Submission of Matters to a Vote of Security Holders
On May 25, 1999, the annual meeting of shareholders of the Company was
held for the purpose of electing eight (8) directors to serve until the
next annual meeting and until their successors are duly elected and
qualified. The name of each director elected at the meeting, who
constitute the entire Board of Directors in office upon completion of
the meeting, and the votes cast for such persons are set forth below.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
Against/
Name For Withheld Abstentions Broker Non-Votes
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Clinton W. Chapman, Esquire 486,155 1,123 - -
--------------------------------------------------------------------------------------
George H. Windsor, Esquire 485,835 1,443 - -
--------------------------------------------------------------------------------------
Benjamin L. King, CPA 486,155 1,123 - -
--------------------------------------------------------------------------------------
B. Doyle Mitchell, Jr. 486,155 1,123 - -
--------------------------------------------------------------------------------------
Massie S. Fleming 486,155 1,123 - -
--------------------------------------------------------------------------------------
Cynthia T. Mitchell 486,155 1,123 - -
--------------------------------------------------------------------------------------
Marjorie H. Parker, Ph.D. 482,725 4,556 - -
--------------------------------------------------------------------------------------
Emerson A. Williams, M.D. 482,225 5,053 - -
--------------------------------------------------------------------------------------
</TABLE>
Item 1. Other Information
None
Item 1. Exhibits and Reports on Form 8-K
(a) Exhibits
(11) Statement Regarding Computation of Per Share Earnings
(27) Financial Data Schedule
(b) Reports on Form 8-K
None.
-16-
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
IBW FINANCIAL CORPORATION
August 13, 1999 /s/ B. Doyle Mitchell, Jr.
B. Doyle Mitchell, Jr.
August 13, 1999 /s/ Thomas A. Wilson, Jr.
Thomas A. Wilson, Jr., Senior Vice President
and Chief Financial and Accounting Officer
-17-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
11 Statement regarding Computation of Per Share Earnings
27 Financial Data Schedule
-18-
<PAGE>
Exhibit 11
STATEMENT OF COMPUTATION OF PER SHARE EARNINGS
Six Months Ended June 30
------------------------------------------
1999 1998
------------------------------------------
Earnings (Losses) per common share
Basic and diluted $0.56 ($0.08)
Average shares outstanding
Basic and diluted 668,360 668,360
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM
10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0001013274
<NAME> IBW FINANCIAL CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 15,471
<INT-BEARING-DEPOSITS> 418
<FED-FUNDS-SOLD> 9,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 153,824
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 102,785
<ALLOWANCE> 5,106
<TOTAL-ASSETS> 284,886
<DEPOSITS> 229,511
<SHORT-TERM> 36,563
<LIABILITIES-OTHER> 1,479
<LONG-TERM> 0
0
500
<COMMON> 668
<OTHER-SE> 16,165
<TOTAL-LIABILITIES-AND-EQUITY> 284,886
<INTEREST-LOAN> 4,448
<INTEREST-INVEST> 3,740
<INTEREST-OTHER> 466
<INTEREST-TOTAL> 8,654
<INTEREST-DEPOSIT> 2,406
<INTEREST-EXPENSE> 3,010
<INTEREST-INCOME-NET> 5,644
<LOAN-LOSSES> 600
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 6,372
<INCOME-PRETAX> 465
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 373
<EPS-BASIC> 0.56
<EPS-DILUTED> 0.56
<YIELD-ACTUAL> 4.48
<LOANS-NON> 4,405
<LOANS-PAST> 746
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 10,213
<ALLOWANCE-OPEN> 4,700
<CHARGE-OFFS> 388
<RECOVERIES> 194
<ALLOWANCE-CLOSE> 5,106
<ALLOWANCE-DOMESTIC> 5,106
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,783
</TABLE>
